--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-24-015749" form_type: "8-K" ticker: "ORA" cik: "0001296445" company_name: "ORMAT TECHNOLOGIES, INC." filed_at: "2024-05-09T23:59:59+00:00" generated_at: "2026-06-02T05:02:09.692719+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Ormat shareholders approve increased share reserve for incentive plan and officer liability limitation ## Summary - Stockholders approved Second Amended and Restated 2018 Incentive Compensation Plan (40,700,111 for, 13,336,561 against), effective May 8, 2024. - Amendment to Certificate of Incorporation to limit certain officer liability approved (48,395,243 for, 5,639,460 against), filed with Delaware. - Nine directors elected with majority votes; advisory say-on-pay approved (46,240,931 for, 7,790,175 against). - Kesselman & Kesselman (PwC) ratified as 2024 auditor (52,210,208 for). ## SEC filing metadata - accession: 0001437749-24-015749 - form_type: 8-K - ticker: ORA - cik: 0001296445 - company_name: ORMAT TECHNOLOGIES, INC. - filed_at: 2024-05-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/ora20240509_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-015749 - JSON: https://secwatch.observer/filing/0001437749-24-015749.json - Plain text: https://secwatch.observer/filing/0001437749-24-015749.txt ## Key facts - Governance Changes ORMAT TECHNOLOGIES, INC.: Amendment to certificate of incorporation to limit liability of certain officers. - Change: charter amendment source text: The Company’s stockholders approved the Proposed Amendment at the Annual Meeting, which became effective upon the filing of the Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm - Shareholder Votes ORMAT TECHNOLOGIES, INC. shareholders approved Amendment and Restatement of the Company's 2018 Incentive Compensation Plan to Increase the Total Number of Shares Reserved Thereunder. - Proposal: equity plan - Outcome: passed source text: Proposal 5 – Amendment and Restatement of the Company ’ s 2018 Incentive Compensation Plan to Increase the Total Number of Shares Reserved Thereunder. The stockholders approved an amendment and restatement of the Company’s 2018 Incentive Compensation Plan to increase the total number of shares reserved thereunder. Votes For Votes Against Votes Abstained Broker Non-Votes 40,700,111 13,336,561 24,060 860,147 evidence_url: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm - Shareholder Votes ORMAT TECHNOLOGIES, INC. shareholders approved Approval of the Compensation of our Named Executive Officers on an Advisory Basis. - Proposal: say on pay - Outcome: passed source text: Proposal 2 – Approval of the Compensation of our Named Executive Officers on an Advisory Basis The stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers. Votes For Votes Against Votes Abstained Broker Non-Votes 46,240,931 7,790,175 29,626 860,147 evidence_url: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm - Shareholder Votes ORMAT TECHNOLOGIES, INC. shareholders approved Ratification of Appointment of Kesselman & Kesselman for 2024 at the 2024-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-12-31 source text: Proposal 3 – Ratification of Appointment of Kesselman & Kesselman for 2024. The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes For Votes Against Votes Abstained 52,210,208 2,225,671 485,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm - Shareholder Votes ORMAT TECHNOLOGIES, INC. shareholders approved Approval of Amendment to the Company's Fourth Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers. - Proposal: charter amendment - Outcome: passed source text: Proposal 4 – Approval of Amendment to the Company ’ s Fourth Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers. The stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers. Votes For Votes Against Votes Abstained Broker Non-Votes 48,395,243 5,639,460 26,029 860,147 evidence_url: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm - Shareholder Votes ORMAT TECHNOLOGIES, INC. shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: Proposal 1 - Election of Directors The stockholders elected the following nine individuals to the Board to serve as directors until the 2025 annual meeting of stockholders and until their successors have been duly elected and qualified or until the earlier of their death, resignation, retirement, disqualification or removal from office: evidence_url: https://www.sec.gov/Archives/edgar/data/1296445/000143774924015749/0001437749-24-015749-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.